UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 16, 2002
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Date of Report (Date of earliest event reported)
OCEANIC EXPLORATION COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-6540 84-0591071
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7800 East Dorado Place, Suite 250, Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
(303) 220-8330
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(Registrant's telephone number,
including area code)
ITEM 5. OTHER EVENTS.
On August 19, 2002, Oceanic Exploration Company filed a Registration
Statement on Form SB-2 with the Securities and Exchange Commission registering
shares of common stock to be issued to stockholders pursuant to a rights
offering. Under the terms of the rights offering, the Company offered the
holders of its common stock the rights to subscribe for additional shares at a
purchase price of $.15 per share on the basis of 2.1177565 shares of common
stock for each share held as of November 7, 2002. A total of 21,000,000 shares
of common stock was offered to all stockholders. The Registration Statement was
declared effective November 12, 2002 and copies of the corresponding prospectus
and subscription documents were subsequently mailed to stockholders.
The rights to purchase common stock expired on December 16, 2002. The
following subscriptions were accepted by the Company, resulting in gross
proceeds of $3,150,000:
o 12,543,365 shares of common stock, at an aggregate purchase price
of $1,881,505, pursuant to the basic subscription rights, and
o 8,456,635 shares of common stock, at an aggregate purchase price of
$1,268,495, pursuant to the over-subscription privilege.
The Company also received, but did not accept, subscriptions for an
additional 985,642 shares of common stock pursuant to the over-subscription
privilege. The $147,846 received by the Company as a result of these unaccepted
subscriptions will be returned to the subscribing shareholders within 15
business days after the expiration date of the rights offering.
The following shares of common stock were purchased by NWO Resources,
Inc. and Cordillera Corporation in the rights offering pursuant to the basic
subscription rights and the over-subscription privilege:
o 18,013,311 shares of common stock were purchased by NWO Resources,
Inc., and
o 2,001,489 shares of common stock were purchased by Cordillera.
After the completion of the rights offering, NWO Resources, Inc. now owns
approximately 74%, and Cordillera Corporation now owns approximately 8%, of the
outstanding shares of common stock of the Company.
The Company filed its Amended and Restated Certificate of Incorporation,
in the form filed as Exhibit 3.1 to the Company's Registration Statement, with
the Secretary of State of the State of Delaware on December 6, 2002.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCEANIC EXPLORATION COMPANY
Date: December 19, 2002 By: /s/ Charles N. Haas
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Charles N. Haas
President
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